Exhibit 4.14


 


 


EXECUTION VERSION


  


CO-LENDER AGREEMENT

 


Dated as of November 22, 2016




by and among


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1-A Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1-B Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1-C Holder)


 


and


 


Société
Générale

(Initial Note A-2-A Holder)


 


Société
Générale

(Initial Note A-2-B Holder)


 


Société
Générale

(Initial Note A-2-C Holder)


 


Société
Générale

(Initial Note A-2-D Holder)


 


Fresno Fashion Fair Mall


 






     


     


    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	Section
    1	Definitions	 	1
	Section
    2	Servicing
    of the Mortgage Loan	 	16
	Section
    3	Priority
    of Payments	 	22
	Section
    4	Workout	 	23
	Section
    5	Administration
    of the Mortgage Loan	 	23
	Section
    6	Appointment
    of Controlling Note Holder Representative and Non- Controlling
    Note Holder Representative	 	28
	Section
    7	Appointment
    of Special Servicer	 	31
	Section
    8	Payment
    Procedure	 	32
	Section
    9	Limitation
    on Liability of the Note Holders	 	33
	Section
    10	Bankruptcy	 	33
	Section
    11	Representations
    of the Note Holders	 	34
	Section
    12	No
    Creation of a Partnership or Exclusive Purchase Right	 	34
	Section
    13	Other
    Business Activities of the Note Holders	 	34
	Section
    14	Sale
    of the Notes	 	35
	Section
    15	Registration
    of the Notes and Each Note Holder	 	38
	Section
    16	Governing
    Law; Waiver of Jury Trial	 	39
	Section
    17	Submission
    To Jurisdiction; Waivers	 	39
	Section
    18	Modifications	 	39
	Section
    19	Successors
    and Assigns; Third Party Beneficiaries	 	40
	Section
    20	Counterparts	 	40
	Section
    21	Captions	 	40
	Section
    22	Severability	 	40
	Section
    23	Entire
    Agreement	 	40
	Section
    24	Withholding
    Taxes	 	40
	Section
    25	Custody
    of Mortgage Loan Documents	 	42
	Section
    26	Cooperation
    in Securitization	 	42
	Section
    27	Notices	 	43
	Section
    28	Broker	 	43
	Section
    29	Certain
    Matters Affecting the Agent	 	43
	Section
    30	Termination
    and Resignation of Agent	 	44
	Section
    31	Resizing	 	44







 






    	 	 i	 



     


    

 





THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of November 22, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as owner of Notes A-1-A, A-1-B and A-1-C, the “Initial
JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), and Société
Générale (“SG”, and together with its successors and assigns in interest, in its capacity
as owner of Notes A-2-A, A-2-B, A-2-C and A-2-D, the “Initial SG Note Holder” and, together with the Initial
JPM Note Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), JPM and SG co-originated a certain loan described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by five promissory notes (as amended, modified or supplemented, the “Notes”) (i) one promissory note in the
original principal amount of $60,000,000 (“Note A-1-A”), made by the Mortgage Loan Borrower in favor of the
Initial JPM Note Holder (“Initial Note A-1-A Holder”), (ii) one promissory note in the original principal
amount of $80,000,000 (“Note A-1-B”) made by the Mortgage Loan Borrower in favor of the Initial JPM Note Holder
(“Initial Note A-1-B Holder”), (iii) one promissory note in the original principal amount of $69,000,000
(“Note A-1-C”) made by the Mortgage Loan Borrower in favor of the Initial JPM Note Holder (“Initial
Note A-1-C Holder”), (iv) one promissory note in the original principal amount of $40,000,000 (“Note A-2-A”),
made by the Mortgage Loan Borrower in favor of the Initial SG Note Holder (“Initial Note A-2-A Holder”),
(v) one promissory note in the original principal amount of $36,000,000 (“Note A-2-B”) made by the Mortgage
Loan Borrower in favor of the Initial SG Note Holder (“Initial Note A-2-B Holder”), (vi) one promissory
note in the original principal amount of $35,000,000 (“Note A-2-C”), made by the Mortgage Loan Borrower in favor
of the Initial SG Note Holder (“Initial Note A-2-C Holder”) and (vii) one promissory note in the original
principal amount of $5,000,000 (“Note A-2-D”), made by the Mortgage Loan Borrower in favor of the Initial SG
Note Holder (“Initial Note A-2-D Holder”); and secured by a first mortgage (as amended, modified or
supplemented, the “Mortgage”) on certain real property located as described in the Mortgage Loan Agreement (collectively,
the “Mortgaged Property”);


 


WHEREAS, the Initial JPM
Note Holder and the Initial SG Note Holder desire to enter into this Agreement to memorialize the terms under which they, and their
successors and assigns, shall hold Notes A-1-A, A-1-B and A-1-C and Notes A-2-A, A-2-B, A-2-C and A-2-D respectively;


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section 1.             Definitions.
References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals
of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lead Securitization


 






     


     


    

 


Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless
the context clearly requires otherwise.


 


“Affiliate”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Securitization
Date shall mean the Master Servicer.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, New York, New York 10179, Attention: Joseph E. Geoghan, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


“Agreement”
shall mean this Agreement between Note Holders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Approved Servicer”
shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


 


“Bankruptcy Code”
shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated thereto.


 


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


“CLO”
shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“CLO Asset Manager”
with respect to any Securitization Vehicle which is a CLO, shall mean the entity which is responsible for managing or administering
a Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle (including,
without limitation, the right to exercise any consent and control rights available to the holder of such Note).


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection Account”
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Companion Distribution
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 






    	 	 2	 



     


    

 


“Conduit”
shall have the meaning assigned to such term in Section 14(d).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 14(d).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 14(d).


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled”
and “Controls” have meanings correlative thereto.)


 


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Certificateholder” in the
Lead Securitization Servicing Agreement.


 


“Controlling
Note Holder” shall mean the Note A-1-A Holder; provided that at any time Note A-1-A is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder” hereunder or under the Lead Securitization Agreement,
as and to the extent provided in the Lead Securitization Servicing Agreement; provided that if at any time 50% or more of
Note A-1-A (or class of securities issued in the Lead Securitization designated as the “controlling class” or such
other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the
Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-1-A (or the class of securities issued in the Lead
Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling Note Holder.


 


“Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 6(a).


 


“DBRS”
shall mean DBRS, Inc., and its successors in interest.


 


“Depositor”
shall mean the “depositor” under the Lead Securitization Servicing Agreement.


 


“Directing Certificateholder”
shall mean any “Directing Certificateholder” or similar term as defined in a Securitization Servicing Agreement.


 


“Event of Default”
shall mean, with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage Loan Agreement.


 


“Fitch”
shall mean Fitch Ratings, Inc., and its successors in interest.


 






    	 	 3	 



     


    

 


“Initial Agent”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial JPM
Note Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial SG Note
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
Holders” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Insolvency Proceeding”
shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other insolvency,
liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution of
the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage Loan
Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, however, that following any such permitted transaction affecting
the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor
owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided,
further, however, that for the purposes of this definition, in the event that more than one entity comprises the
Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


“Interest Rate”
shall mean the Interest Rate (as defined in the Mortgage Loan Documents).


 


“Interested Person”
shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special Servicer, any
Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged Property,
any independent contractor engaged by any of the foregoing parties, the Operating Advisor, any Non-Lead Operating Advisor, the
Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note
Holder Representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which holds
any Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral
for the CDO.


 






    	 	 4	 



     


    

 


“JPM”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc. and its successors in interest.


 


“Lead Securitization”
shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1-A Securitization Date, the Securitization
of the first Note or portion thereof, and (b) on and after the Note A-1-A Securitization Date, the Note A-1-A Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1-A Securitization
Date, the related first Note or portion thereof contributed to a Securitization, and (b) on and after the Note A-1-A Securitization
Date, Note A-1-A.


 


“Lead Securitization
Note Holder” shall mean the holder of the Lead Securitization Note.


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Securitization Date and prior to the Note A-1-A
Securitization Date, the related pooling and servicing agreement for the Securitization of the first Note or portion thereof, (ii)
on and after the Note A-1-A Securitization Date, the Note A-1-A PSA and (iii) on and after the date on which the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing
Agreement shall be determined in accordance with the second paragraph of Section 2(a).


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” as defined in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Lead Securitization
Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that none of the Notes are included in a Securitization, “Major Decision” shall mean:


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 






    	 	 5	 



     


    

 


(iii)          following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)          any
sale of the Mortgage Loan (when it is a Defaulted Loan) or REO Property for less than the applicable Purchase Price (as defined
in the Lead Securitization Servicing Agreement);


 


(v)          any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at a Mortgaged Property or
an REO Property;


 


(vi)          any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 


(vii)          any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


 


(viii)          any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that
the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)             any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)              any
property management company changes, including, without limitation, approval of the termination of a manager and appointment of
a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under the
Mortgage Loan Documents);


 


(xi)             releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there
is no lender discretion;



 


(xii)           any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan other
than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 





    	 	 6	 



     


    


 


(xiii)           any
determination of an Acceptable Insurance Default (as defined in the Lead Securitization Servicing Agreement);


 


(xiv)           any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
paragraph (c) of the definition of “Specially Serviced Loan” (as defined in the Lead Securitization Servicing Agreement);
or


 


(xv)          any
approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required by the
Mortgage Loan Documents.


 


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


“Monthly Payment
Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, and its successors in interest.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of October 6, 2016, between Macerich Fresno Limited Partnership, as
Mortgage Loan Borrower, and JPM and SG, as lenders, as the same may be further amended, restated, supplemented or otherwise modified
from time to time, subject to the terms hereof.


 


“Mortgage Loan
Borrower” shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 13.


 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes and all
other documents now or hereafter evidencing and securing the Mortgage Loan.


 


“Mortgage Loan
Schedule” shall have the meaning assigned to such term in the recitals.


 


“Mortgaged Property”
shall have the meaning assigned to such term in the recitals.


 






    	 	 7	 



     


    

 


“Nonrecoverable
Servicing Advance” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Non-Controlling
Note Holder” means each Note Holder other than the Note A-1-A Holder; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder”
herein shall mean the related Non-Lead Securitization Subordinate Class Representative or the controlling class representative
under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights under the Non-Lead Securitization
Servicing Agreement to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided
in the related Non-Lead Securitization Servicing Agreement; provided that with respect to each of Note A-1-B, Note A-1-C,
Note A-2-A, Note A-2-B, Note A-2-C or Note A-2-D, if at any time 50% or more of Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B,
Note A-2-C or Note A-2-D is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no Person shall be
entitled to exercise the rights of the related Non-Controlling Note Holder. The Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect
of any Note exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing
Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than
one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement,
the applicable Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide notice of
such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf);
provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice
as having been designated as the applicable Non-Controlling Note Holder, as the applicable Non-Controlling Note Holder for all
purposes of this Agreement. As of the date hereof and until further notice from the applicable Non-Lead Securitization Note Holder
(or the applicable Non-Lead Master Servicer or another party acting on its behalf), the Initial JPM Note Holder (other than in
its capacity as holder of the Note A-1-A) and the Initial SG Note Holder are both a Non-Controlling Note Holder with respect to
such Note.


 


Prior to Securitization
of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required
to be delivered to any Non-Lead Securitization Note Holder or Non-Controlling Note Holder pursuant to this Agreement or the Lead
Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) only need to be delivered to the applicable Non-Controlling Note Holder Representative and, when so delivered to
the applicable Non-Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder
or under the Lead Securitization Servicing Agreement. Following Securitization of any Non-Lead Securitization Note, all notices,
reports, information or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder or the applicable
Non-Controlling Note Holder pursuant to


 






    	 	 8	 



     


    

 


this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master
Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items
as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related
Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items
hereunder or under the Lead Securitization Servicing Agreement.


 


“Non-Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 6(c).


 


“Non-Exempt Person”
shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent for the
relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant
to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer
on behalf of the Note Holders to make such payments free of any obligation or liability for withholding.


 


“Non-Lead Depositor”
shall mean the “depositor” under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Master
Servicer” shall have the meaning assigned to such term in Section 2(f).


 


“Non-Lead Operating
Advisor” shall mean the “trust advisor”, “operating advisor” or other analogous term under the
Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1-A Securitization
Date, any of the Notes other than the first Note or portion thereof contributed to a Securitization and (b) on and after the Note
A-1-A Securitization Date, any of Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C and Note A-2-D.


 


“Non-Lead Securitization
Note Holder” shall mean any holder of a Non-Lead Securitization Note.


 


“Non-Lead Securitization
Servicing Agreement” shall have the meaning assigned to such term in Section 2(f).


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the Securitization
of any Non-Lead Securitization Note designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued
in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of


 






    	 	 9	 



     


    

 


the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate
Class Representative.


 


“Non-Lead Securitization
Trust” shall mean the Securitization Trust into which any Non-Lead Securitization Note is deposited.


 


“Non-Lead Special
Servicer” shall have the meaning assigned to such term in Section 2(f).


 


“Non-Lead Trustee”
shall have the meaning assigned to such term in Section 2(f).


 


“Note
A-1-A” shall have the meaning assigned to such term in the recitals.


 


“Note A-1-A Holder”
shall mean the initial holder of Note A-1-A or any subsequent holder of Note A-1-A, as applicable.


 


“Note A-1-A Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1-A Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1-A Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note
A-1-B” shall have the meaning assigned to such term in the recitals.


 


“Note A-1-B Holder”
shall mean the initial holder of Note A-1-B or any subsequent holder of Note A-1-B, as applicable.


 


“Note A-1-B Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1-B Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1-B Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note
A-1-C” shall have the meaning assigned to such term in the recitals.


 


“Note A-1-C Holder”
shall mean the initial holder of Note A-1-C or any subsequent holder of Note A-1-C, as applicable.


 


“Note A-1-C Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1-C Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1-C Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-2-A”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2-A Holder”
shall mean the initial holder of Note A-2-A or any subsequent holder of Note A-2-A, as applicable.


 






    	 	 10	 



     


    

 


“Note A-2-A Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-A Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-A Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-2-B”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2-B Holder”
shall mean the initial holder of Note A-2-B or any subsequent holder of Note A-2-B, as applicable.


 


“Note A-2-B Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-B Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-B Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-2-C”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2-C Holder”
shall mean the initial holder of Note A-2-C or any subsequent holder of Note A-2-C, as applicable.


 


“Note A-2-C Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-C Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-C Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-2-D”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2-D Holder”
shall mean the initial holder of Note A-2-D or any subsequent holder of Note A-2-D, as applicable.


 


“Note A-2-D Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-D Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-D Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note Holders”
shall mean collectively, the Note A-1-A Holder, the Note A-1-B Holder, the Note A-1-C Holder, the Note A-2-A Holder, the Note A-2-B
Holder, the Note A-2-C Holder and the Note A-2-D Holder.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 14(c).


 


“Note Register”
shall have the meaning assigned to such term in Section 15.


 


“Notes”
shall mean, collectively, Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C and Note A-2-D.


 


“Operating Advisor”
shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 






    	 	 11	 



     


    

 


“P&I Advance”
shall mean an advance made by (a) a party to the Lead Securitization Servicing Agreement in respect of a delinquent monthly debt
service payment on the Lead Securitization Note or (b) a party to any Non-Lead Securitization Servicing Agreement in respect of
a delinquent monthly debt service payment on the related Non-Lead Securitization Note.


 


“Percentage Interest”
shall mean, (a) with respect to the Note A-1-A Holder, a fraction, expressed as a percentage, the numerator of which is the Note
A-1-A Principal Balance and the denominator of which is the sum of the Note A-1-A Principal Balance, the Note A-1-B Principal Balance,
the Note A-1-C Principal Balance, the Note A-2-A Principal Balance, the Note A-2-B Principal Balance, the Note A-2-C Principal
Balance and the Note A-2-D Principal Balance, (b) with respect to the Note A-1-B Holder, a fraction, expressed as a percentage,
the numerator of which is the Note A-1-B Principal Balance and the denominator of which is the sum of the Note A-1-A Principal
Balance, the Note A-1-B Principal Balance, the Note A-1-C Principal Balance, the Note A-2-A Principal Balance, the Note A-2-B Principal
Balance, the Note A-2-C Principal Balance and the Note A-2-D Principal Balance, (c) with respect to the Note A-1-C Holder, a fraction,
expressed as a percentage, the numerator of which is the Note A-1-C Principal Balance and the denominator of which is the sum of
the Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-1-C Principal Balance, the Note A-2-A Principal
Balance, the Note A-2-B Principal Balance, the Note A-2-C Principal Balance and the Note A-2-D Principal Balance, (d) with respect
to the Note A-2-A Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-2-A Principal Balance and
the denominator of which is the sum of the Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-1-C Principal
Balance, the Note A-2-A Principal Balance, the Note A-2-B Principal Balance, the Note A-2-C Principal Balance and the Note A-2-D
Principal Balance, (e) with respect to the Note A-2-B Holder, a fraction, expressed as a percentage, the numerator of which is
the Note A-2-B Principal Balance and the denominator of which is the sum of the Note A-1-A Principal Balance, the Note A-1-B Principal
Balance, the Note A-1-C Principal Balance, the Note A-2-A Principal Balance, the Note A-2-B Principal Balance, the Note A-2-C Principal
Balance and the Note A-2-D Principal Balance, (f) with respect to the Note A-2-C Holder, a fraction, expressed as a percentage,
the numerator of which is the Note A-2-C Principal Balance and the denominator of which is the sum of the Note A-1-A Principal
Balance, the Note A-1-B Principal Balance, the Note A-1-C Principal Balance, the Note A-2-A Principal Balance, the Note A-2-B Principal
Balance, the Note A-2-C Principal Balance and the Note A-2-D Principal Balance and (g) with respect to the Note A-2-D Holder, a
fraction, expressed as a percentage, the numerator of which is the Note A-2-D Principal Balance and the denominator of which is
the sum of the Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-1-C Principal Balance, the Note A-2-A
Principal Balance, the Note A-2-B Principal Balance, the Note A-2-C Principal Balance and the Note A-2-D Principal Balance,.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 






    	 	 12	 



     


    

 


“Pledge”
shall have the meaning assigned to such term in Section 14(c).


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to the Notes and the Note Holders, the allocation of any particular payment,
collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority
of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that
each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection,
cost, expense, liability or other amount.


 


“Qualified Institutional
Lender” shall mean each of the Initial Note Holders and any other U.S. Person that is:


 


(a)          an
entity Controlled (as defined herein) by, under common Control with or that Controls either of the Initial Note Holders, or


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CLO comprised of, or other
securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether with
assets from others or not), provided that the securities issued in connection with such CLO or other securitization vehicle
are rated by one or more Rating Agencies that assigned a rating to one or more classes of securities issued in connection with
the Lead Securitization, or


 


(c)          one
or more of the following:


 


(i)          an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan,
pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 


(ii)          an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)          a
Qualified Trustee in connection with (a) the Lead Securitization of, (b) the creation of collateralized loan obligations
(“CLO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with a Securitization (it being understood that
with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) the special servicer of


 






    	 	 13	 



     


    

 


such Securitization Vehicle has a Required Special Servicer Rating or is otherwise acceptable
to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”) and such Approved Servicer
is required to service and administer such Note or any interest therein in accordance with servicing arrangements for the assets
held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding
any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CLO,
the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager
which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v)
of this definition, or


 


(iv)          an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests
in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional
Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


(v)          an
institution substantially similar to any of the foregoing, and


 


in the case of any entity referred to in
clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000
in total assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial
real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating
commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the
requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such entity; or


 


(d)          any
entity Controlled by any of the entities described in clause (c)(i), (ii), (iv)(B) or (v) above or approved by the Rating
Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have
stated they would not review such entity in connection with the subject transfer.


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and


 






    	 	 14	 



     


    

 


subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable
Rating Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, at any time during which any Note is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged
from time to time to rate the securities issued in connection with the Securitizations of such Notes.


 


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable, including any deemed Rating Agency Confirmation.


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 14(c).


 


“Regulation AB”
shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1125, as such
rules may be amended from time to time, but only to the extent compliance is required as of the applicable date of determination,
and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be
provided by the SEC or its staff from time to time.


 


“REMIC”
shall have the meaning assigned to such term in Section 5(d).


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii)  in the case of Moody’s, prior to the date of determination such special servicer was acting as
special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Moody’s, and
Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such
commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special servicer ranking
of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked


 






    	 	 15	 



     


    

 


by Morningstar, is currently acting
as a special servicer on a deal or transaction-level basis for all or a significant portion of the mortgage loans in other CMBS
transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the trustee does not have actual knowledge
that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with respect to any such other CMBS
transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such CMBS transaction citing servicing
concerns of the applicable replacement as the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has
not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, prior to the
date of determination such special servicer was acting as special servicer for one or more loans included in a commercial mortgage
loan securitization that was rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination.


 


“S&P”
shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its
successors in interest.


 


“Scheduled Interest
Payment” shall mean the scheduled payment of interest due on the Mortgage Loan on a Monthly Payment Date.


 


“Scheduled Principal
Payment” shall mean the scheduled payment of principal due on the Mortgage Loan on a Monthly Payment Date.


 


“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note to a depositor, who will in turn include such portion
of such Note as part of a securitization of one or more mortgage loans.


 


“Securitization
Date” shall mean the effective date on which the Securitization of the first Note or portion thereof is consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.


 


“Securitization
Vehicle” shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“Servicer”
shall mean the Master Servicer or the Special Servicer, as the context may require.


 


“Servicer Termination
Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that
the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept


 






    	 	 16	 



     


    

 


under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.


 


“Servicing Advance”
shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Servicing Fee
Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under
the Lead Securitization Servicing Agreement).


 


“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Transfer”
shall have the meaning assigned to such term in Section 14.


 


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 which is eligible to elect to be treated as a U.S. Person).


 


Section 2.             Servicing
of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date pursuant to the Lead Securitization Servicing Agreement.


 


(b)          Each
Note Holder acknowledges that the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization
and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization
Servicing Agreement and applicable law, shall provide information to each Servicer under any Non-Lead Securitization Servicing
Agreement to enable each such Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement
and shall not


 






    	 	 17	 



     


    

 


take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


(c)          Subject
to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee
under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Controlling
Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate
with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead
Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and
the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement).


 


(d)          In
no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against
the other Note Holders or limit the Servicer in enforcing the rights of one Note Holder against the other Note Holders; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to the other Note Holders.


 


(e)          At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency
Confirmation shall have been obtained from each Rating Agency; provided, further, however, that until a replacement
servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant
to the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect
to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder
that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement.


 


(f)          The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan,
subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make P&I
Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement and this
Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing
Advance, first from funds on deposit in the Collection Account or Companion Distribution Account for the Mortgage Loan that
(in any case) represent amounts


 






    	 	 18	 



     


    

 


received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable
Servicing Advances, if such funds on deposit in the Collection Account or Companion Distribution Account in each case with respect
to the Mortgage Loan are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement and from general collections of any Non-Lead Securitization as provided below. The Master Servicer, the Special
Servicer and the Trustee, as applicable, will be entitled to reimbursement for any interest accrued and payable on a Servicing
Advance or a Nonrecoverable Servicing Advance at the Reimbursement Rate in the manner and from the sources provided in the Lead
Securitization Servicing Agreement, including from general collections of the Lead Securitization and from general collections
of any Non-Lead Securitization as provided below. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable,
obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or
any interest at the Reimbursement Rate accrued and payable on a Servicing Advance or a Nonrecoverable Servicing Advance, the applicable
Non-Lead Securitization Note Holder (including, if the applicable Non-Lead Securitization Note has been included in any Non-Lead
Securitization, from general collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly
following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable
Servicing Advance or any such interest accrued and payable thereon at the Reimbursement Rate.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the applicable Non-Lead Securitization
Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead
Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the
extent amounts on deposit in the Collection Account (with respect to the Mortgage Loan) or Companion Distribution Account that
are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts. The Non-Lead Securitization
Holders agree to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing, to
the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other
mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively,
the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”)
to the extent of their pro rata share of such Indemnified Items, and to the


 






    	 	 19	 



     


    

 


extent amounts on deposit in the Collection
Account (with respect to the Mortgage Loan) or Companion Distribution Account that are allocated to the related Non-Lead Securitization
Note are insufficient for reimbursement of such amounts, the related Non-Lead Securitization Note Holder shall be required to,
promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified
Parties for its pro rata share of the insufficiency (including, if the applicable Non-Lead Securitization Note has been
included in any Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The master servicer under
any non-lead Securitization (each a “Non-Lead Master Servicer”) may be required to make P&I Advances on
the related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(each a “Non-Lead Securitization Servicing Agreement”) and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead
Securitization Servicing Agreement. The applicable Non-Lead Master Servicer and the special servicer and the trustee under any
Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead
Master Servicer or any Non-Lead Trustee shall be required to notify the others of the amount of its P&I Advance within two
(2) business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect
to the Lead Securitization Note) or any Non-Lead Master Servicer, Non-Lead Special Servicer or any Non-Lead Trustee, as applicable
(with respect to the related Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or any Non-Lead
Master Servicer or any Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of
a determination of non-recoverability by any Non-Lead Master Servicer, any Non-Lead Special Servicer or any Non-Lead Trustee) shall
notify the Master Servicer and the Trustee, or any Non-Lead Master Servicer and any Non-Lead Trustee, as the case may be, of the
other Securitizations within two (2) business days of making such determination. Each of the Master Servicer, the Trustee, the
related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a
P&I Advance and advance interest thereon that becomes non-recoverable first from the Collection Account or Companion
Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are
insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note,


 






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from general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 


(g)          (x)
the Initial Note Holder of the first Note or portion thereof to be contributed to a Securitization (other than the Initial Note
A-1-A Holder) shall cause the related Pooling and Servicing Agreement to contain provisions to the effect that, when such Pooling
and Servicing Agreement becomes a Non-Lead Securitization Servicing Agreement and (y) any other Non-Lead Securitization Note Holder
agrees that, if any other Non-Lead Securitization Note is included in a Securitization, the related Non-Lead Securitization Note
Holder shall cause the applicable Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


(i)          the
applicable Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and
advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Servicing Advances or additional trust fund expenses, (A) the related Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general funds in
the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such
Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing Advances (together with
advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special
Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if
the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property);


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund
expenses with respect to the Mortgage Loan) by the related Non-Lead Securitization Trust, against any of the


 






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Indemnified Items
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account
or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties
for such Non-Lead Securitization Note’s pro rata share of the insufficiency out of general funds in the collection
account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement;


 


(iii)          the
related Non-Lead Certificate Administrator will be required to deliver to the Trustee, the Certificate Administrator, the Special
Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer (i) promptly following Securitization
of the related Non-Lead Securitization Note, notice of the deposit of the related Non-Lead Securitization Note into a Securitization
Trust (which notice shall also provide contact information for the related Non-Lead Trustee, the related non-lead certificate administrator,
the related Non-Lead Master Servicer, the related Non-Lead Special Servicer, the related Non-Lead Operating Advisor, the related
non-lead asset representations reviewer and the related party designated to exercise the rights of the related “Non-Controlling
Note Holder” under this Agreement), accompanied by a certified copy of the executed Non-Lead Securitization Servicing Agreement
and (ii) notice of any subsequent change in the identity of the related Non-Lead Master Servicer or the party designated to exercise
the rights of the “Non-Controlling Note Holder” under this Agreement (together with the relevant contact information);
and


 


(iv)          the
Master Servicer, the Special Servicer, the Trustee and the Lead Securitization Trust shall be third party beneficiaries of the
foregoing provisions.


 


(h)           The
Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note
A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C and Note A-2-D will be allocated by the Master Servicer between
Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C and Note A-2-D, pro rata, in accordance with their
respective principal amounts. The Master Servicer shall remit any compensating interest payment in respect of any Non-Lead Securitization
Note to the related Non-Lead Securitization Note Holder.


 


(i)           The
Lead Securitization Servicing agreement shall satisfy Moody’s rating methodology as of the Closing Date of the Lead Securitization
related to permitted investments and eligible accounts applicable to securities rated “Aaa” by Moody’s.


 


(j)            In
the event any filing is required to be made by the related Non-Lead Depositor under the Lead Securitization Servicing Agreement
in order to comply with the related Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended,
the related Non-Lead Securitization Note Holder (including the related Non-Lead Depositor and related Non-Lead Trustee) shall use
commercially reasonable efforts to timely comply with any such filing.


 






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(k)          The
Note A-1-B Holder, Note A-1-C Holder, Note A-2-A Holder, Note A-2-B Holder, Note A-2-C Holder and Note A-2-D Holder, as applicable,
shall give each of the parties to the Lead Securitization Servicing Agreement (that will not also be a party to any Non-Lead Securitization
Servicing Agreement) notice of the Note A-1-B Securitization, the Note A-1-C Securitization, the Note A-2-A Securitization, the
Note A-2-B Securitization, the Note A-2-C Securitization and the Note A-2-D Securitization, respectively, in writing (which may
be by e-mail) prior to or promptly following the related Note A-1-B Securitization Date, Note A-1-C Securitization Date, Note A-2-A
Securitization Date, Note A-2-B Securitization Date, Note A-2-C Securitization Date and Note A-2-D Securitization Date, respectively.
Such notice shall contain contact information for each of the parties to any Non-Lead Securitization Servicing Agreement. In addition,
after the related Note A-1-B Securitization Date, Note A-1-C Securitization Date, Note A-2-A Securitization Date, Note A-2-B Securitization
Date, Note A-2-C Securitization Date and Note A-2-D Securitization Date, the Note A-1-B Holder, Note A-1-C Holder, Note A-2-A Holder,
Note A-2-B Holder, Note A-2-C Holder and Note A-2-D Holder, as applicable, shall send a copy of the related Non-Lead Securitization
Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


 


Section
3.             Priority of Payments. Each Note shall
be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or
security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect
to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether
received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of
credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the
Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for
required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the
Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect
of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer
under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except
for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1-B, Note A-1-C, Note
A-2-A, Note A-2-B, Note A-2-C or Note A-2-D, which may only be reimbursed out of payments and collections allocable to Note
A-1-B, Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C or Note A-2-D, as applicable, (ii) any Servicing Fees due to the Master
Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees
calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing
Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the
Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the
Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees,
Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower
in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead
Securitization Servicing Agreement), shall be


 






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applied by the Lead Securitization Note Holder (or its designee) to the Notes
on a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata
and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount
necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and
reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second,
to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer,
Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such
Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount
necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred
with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the
case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or
the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in
the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization
of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master
Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Section
4.             Workout. Notwithstanding anything to
the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and
the obligation to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in
connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the
principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or
principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the
Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to
preserve, the equal priorities of each Note as described in Section 3.


 


Section 5.             Administration
of the Mortgage Loan. 


 


(a)          Subject to this Agreement (including
but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject to the rights and consents,
where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer, the
Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without
limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or
failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of


 






    	 	 24	 



     


    

 


Default,
accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization Note Holders
shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization
Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this
Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note Holders agree that they shall have
no right to, and hereby presently and irrevocably assign and convey to the Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note
Holders have to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan,
or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation,
filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holders in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any
disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer
or the Special Servicer) or any liability for failure to do so).


 


Upon the Mortgage Loan
becoming a Defaulted Loan, the Non-Lead Securitization Note Holders hereby acknowledge the right and obligation of the Lead Securitization
Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead Securitization
Notes together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms of the Lead Securitization
Servicing Agreement.


 


In connection with any
such sale, the Special Servicer shall be required to require that all offers be submitted to the Certificate Administrator or Special
Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement in writing and be accompanied
by a refundable deposit of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000). Whether any cash
offer constitutes a fair price for the Mortgage Loan shall be determined by the Trustee or Special Servicer, as applicable, in
accordance with the terms of the Lead Securitization Servicing Agreement; provided, that no offer from an Interested Person
shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers
are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair
price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with the Lead Securitization Servicing Agreement within the preceding nine (9) month period or, in
the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal.
In determining whether any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser
to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the
Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected
Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
The Trustee may conclusively rely on the opinion of an


 






    	 	 25	 



     


    

 


Independent appraiser or other Independent expert in real estate matters
retained by the Trustee at the expense of the Holders in connection with making such determination.


 


Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not
be permitted to sell the Mortgage Loan if it becomes a Defaulted Loan without the written consent of the Non-Controlling Note Holders
(provided that such consent is not required if any Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate
of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holders: (a) at least fifteen
(15) Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least ten (10) days
prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale date,
a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by any
Non-Controlling Note Holder that are material to the sale price of the Mortgage Loan and (d) until the sale is completed, and a
reasonable period of time (but no less time than is afforded to the other offerors and the Lead Securitization Subordinate Class
Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases
or other documents that are approved by any Servicer in connection with the proposed sale; provided, that such Non-Controlling
Note Holders may waive any of the delivery or timing requirements set forth in this sentence.


 


Subject to the terms of
the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the
Non-Controlling Note Holders and the applicable Non-Controlling Note Holder Representative shall be permitted to bid at any sale
of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


The Non-Lead Securitization
Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of soliciting and accepting offers
for and consummating the sale of Non-Lead Securitization Notes. The Non-Lead Securitization Note Holders further agree that, upon
the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders shall execute and deliver to or at
the direction of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder
may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request,
and shall deliver the original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Note Holder in connection with the consummation of any such sale.


 


The authority of the Lead
Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note Holders
to execute and deliver instruments or deliver any Non-Lead Securitization Note upon request of the Lead Securitization Note Holder,
shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is
repurchased by the Initial JPM Note Holder from the trust fund established under the Lead Securitization Servicing Agreement in
connection with a material breach of representation or warranty made by the Initial JPM Note


 






    	 	 26	 



     


    

 


Holder with respect to Lead Securitization
Note or material document defect with respect to the documents delivered by the Initial JPM Note Holder with respect to the Lead
Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to
the Non-Lead Securitization Note Holders the benefit of any representation or warranty made by the Initial JPM Note Holder or any
document delivery obligation imposed on the Initial JPM Note Holder under any mortgage loan purchase and sale agreement, instrument
of transfer or other document or instrument that may be executed or delivered by the Initial JPM Note Holder in connection with
the Lead Securitization.


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to
the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer
to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of the
Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement.
All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer,
the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization Note Holder. The Lead
Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization Note
Holder in its capacity as Non-Lead Securitization Note Holder without the related Non-Lead Securitization Note Holder’s prior
written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan
Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to their rights as specifically
provided for therein.


 


(c)          The
Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of the
same rights and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with respect to
the other mortgage loans included in the Lead Securitization, including without limitation, the right to consent and/or consult
regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially
Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take,
or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization
Servicing Agreement.


 


(d)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Subordinate Class Representative pursuant to the Lead Securitization Servicing


 






    	 	 27	 



     


    

 


Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is required to provide to the Lead
Securitization Subordinate Class Representative (for this purpose, without regard to whether such items are actually required to
be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing Agreement due to
the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having received
such notices, information and reports, such related Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the related Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10)
Business Days from the delivery to a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead
Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Lead Securitization Subordinate Class Representative, the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) may make any Major Decision or take any action set forth in
the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note
Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary
to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person,
in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times
reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage
Loan are discussed; provided that each Non-Controlling Note Holder, at the request of the Master Servicer or the Special
Servicer, as applicable, shall


 






    	 	 28	 



     


    

 


execute a confidentiality agreement in form and substance satisfactory to it, the Master Servicer
or the Special Servicer, as applicable, and the Lead Securitization Note Holder.


 


(e)          If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States
Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion
thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions
in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in
a REMIC and the other is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for
payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any
determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing
or any interest thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of
any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to the other Note
Holders be reduced to offset or make-up any such payment or deficit.


 


Section 6.             Appointment
of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act
through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the
Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling
Note


 






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Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other
unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person
(other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this
Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer,
Operating Advisor, Asset Representations Reviewer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization
Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder
has notified each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator of such appointment
and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note
Holder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator
with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information
to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. So long as no Consultation
Termination Event (including any such deemed event) is in effect pursuant to the terms of the Lead Securitization Servicing Agreement,
the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


(b)          Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 






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(c)          Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (each a “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section
6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holders and
the related Non-Controlling Note Holder Representatives mutatis mutandis. The Non-Controlling Note Holder Representatives,
as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
is notified otherwise, shall be the Initial JPM Note Holder and the Initial SG Note Holder.


 


(d)          The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note hereunder and
the rights and powers granted to the “Controlling Class Representative” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Loan”
(as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the
Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written consent of the
Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing
any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which the Controlling
Note Holder has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default
if so provided for in the Lead Securitization Servicing Agreement) after receipt of the written recommendation and analysis and
such additional information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder
may deem advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Securitization Servicing Agreement)
after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision (which
notice shall contain a legend, in conspicuous boldface type, substantially similar to the following: “THIS IS A REQUEST
FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS
DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling Note Holder as
may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration
of such ten (10) Business Day (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Securitization
Servicing Agreement) period, such Major Decision shall be deemed to have been approved by the Controlling Note Holder.


 






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In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders (as a collective
whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the
Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


No objection contemplated
by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement, this Agreement, the REMIC provisions
of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or materially
expand the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


 


The Controlling Note Holder
shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking of
any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder agree to take no action against
the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Note Holder.


 


Section 7.             Appointment
of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder
(or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu
thereof. Any designation by Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special
Servicer shall be made by delivering to the other Note Holders, the Master Servicer, the then existing Special Servicer and other
parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions
to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency
Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder shall
be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder
shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its


 






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appointment of
a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer
with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement,
then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special
Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to
designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


If a Servicer Termination
Event on the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder, such Non-Controlling Note Holder
shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust,
the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance
with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the
provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan
is being serviced). The Controlling Note Holder and the Non-Controlling Note Holders acknowledge and agree that any successor special
servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at any Non-Controlling
Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior
written consent of such Non-Controlling Note Holder. The applicable Non-Controlling Note Holder shall be solely responsible for
reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a
reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee
from amounts on deposit in the Collection Account or Companion Distribution Account.


 


Section 8.             Payment
Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Note A-1-A, Note A-1-B,
Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C and Note A-2-D to the Collection Account or Companion Distribution Account, as applicable,
pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master
Servicer acting on its behalf) shall (i) deposit such amounts to the applicable account within two (2) Business Days after receipt
of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf
of the Mortgage Loan Borrower and (ii) remit from the Collection Account or Companion Distribution Account, as applicable, (A)
prior to the Securitization Date, within two (2) Business Days of receipt of properly identified funds and (B) on or after the
Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing
Agreement for the Lead Securitization Note and (B) with respect to each Non-Lead Securitization Note, (x) prior to securitization
of such Non-Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization


 






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Note and (y) on or after the securitization of such Non-Lead Securitization Note, the business day immediately succeeding the “determination
date” set forth in the related Non Lead Securitization Servicing Agreement for such Note (provided, however,
no remittance is required to be made until two (2) Business Days after receipt of properly identified and available funds constituting
the related Periodic Payment), all payments received and allocable with respect to the Note A-1-A, Note A-1-B, Note A-1-C, Note
A-2-A, Note A-2-B, Note A-2-C and Note A-2-D (net of amounts payable or reimbursable from such account) by wire transfer to accounts
maintained by the Note A-1-A Holder, the Note A-1-B Holder, the Note A-1-C Holder, the Note A-2-A Holder, the Note A-2-B Holder,
the Note A-2-C Holder and the Note A-2-D Holder, respectively.


 


(b)          If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note
Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization
Note Holder shall not be required to distribute any portion thereof to the related Non-Lead Securitization Note Holder and the
related Non-Lead Securitization Note Holder will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization
Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization
Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required
to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)          If,
for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead
Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder
is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five
(5) Business Days of its payment to the applicable Non-Lead Securitization Note Holder, the related Non-Lead Securitization Note
Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note
Holder.


 


(d)          Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this
Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any
amounts due hereunder from any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations
under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.             Limitation
on Liability of the Note Holders. Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer
liability, each Note Holder


 






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shall have no liability to the other Note Holders with respect to its Note except with respect to
losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note
Holder.


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with,
and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the
Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization
Servicing Agreement in a manner that may be adverse to the interests of the Non-Lead Securitization Note Holders and that the Lead
Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to any Non-Lead Securitization
Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization
Note Holder to exercise such rights other than as described above; provided, however, that the Servicer must act
in accordance with the Servicing Standard.


 


Section 10.             Bankruptcy. Subject
to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute,
file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition
or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan
Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with
respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of
the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and
not any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion,
claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as
their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their
proxy, for the purpose of exercising any and all rights and taking any and all actions available to any Non-Lead Securitization
Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make
any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify,
lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of
the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders shall execute, acknowledge and deliver to the Lead
Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder
may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.             Representations
of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement
is within its corporate powers, has been duly authorized by all necessary corporate action, and does not


 






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contravene such Note
Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal,
valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution
obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing,
in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents
and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s
actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body,
if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made
and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


 


Section 12.             No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant
hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint
venture or other entity. No Note Holder shall have any obligation whatsoever to offer to the other Note Holders the opportunity
to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder
chooses to offer to the other Note Holders the opportunity to purchase a participation interest in any future mortgage loans originated
by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from the other Note Holders
a participation interest in any future loans originated by such Note Holders or their Affiliates.


 


Section 13.             Other
Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holders or their Affiliates may
make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any
Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan
Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage
Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


 


Section 14.             Sale
of the Notes.


 


(a)          Each Note Holder agrees that it will not sell,
assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose (either (i) directly
or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding a repo financing or
a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified Institutional Lender.
Promptly after the Transfer, the non-


 






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transferring Note Holders shall be provided with (x) a representation from a transferee
or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this
Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity
that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization, the consent of each non-transferring
Note Holder or (2) after a Securitization of any Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing,
without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer
all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The
transferring Note Holder agrees that it will pay the expenses of the non-transferring Note Holders (including all expenses of
the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies
in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to
obtain the consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate)
of its Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in the case of (1)
a sale of all of the Notes together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement
or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement,
of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


For the purposes of this
Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed
to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes
of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request
for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent
request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement
for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage
in such prior request.


 


(b)          In
the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations
under this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of
such obligations, and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal
solely and directly with such Note Holder in connection with such Note Holder’s rights


 






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and obligations under this Agreement
and the Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined as if such Note Holder had
not sold such participation interest.


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c),
it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that
is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable Note Holder to the other Note Holders and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), the other Note Holders agree to acknowledge receipt of
such notice and thereafter agree: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in respect
of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee
a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to the other Note Holders
hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver
or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such
Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder;
(v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably
request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and
(vi) that, upon written notice (a “Redirection Notice”) to the other Note Holders and any Servicer by such
Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee
(which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or
rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise
be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holders and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of


 






    	 	 38	 



     


    

 


foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c)
shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such
Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


(d)          Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Note Holder then such Note Holder shall have the right to grant a security interest in its Note to such
Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


(i)          The
loan (the “Conduit Inventory Loan”) made by the Conduit to such Note Holder to finance the acquisition and holding
of its Note requires a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)          The
Conduit Credit Enhancer is a Qualified Institutional Lender;


 


(iii)          Such
Note Holder pledges its interest in its Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)          The
Conduit Credit Enhancer and the Conduit agree that, if such Note Holder defaults under the Conduit Inventory Loan, or if the Conduit
is unable to refinance its outstanding commercial paper even if there is no default by such Note Holder, the Conduit Credit Enhancer
will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Note Holder’s Note
to the Conduit Credit Enhancer; and


 


(v)          Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not without obtaining a Rating Agency Confirmation
from each Rating Agency have any greater right to acquire the interests in the Note pledged by such Note Holder, by foreclosure
or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a
Note Pledgee.


 


Section 15.             Registration
of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any
transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement
referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered
shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder,
the Agent shall provide such party with the names and addresses of the other Note Holders. To the extent the Trustee or another
party is appointed as Agent


 






    	 	 39	 



     


    

 


hereunder, each Note Holder hereby designates such person as its agent under this Section 15
solely for purposes of maintaining the Note Register.


 


In connection with any
Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of
a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and the other Note Holders against any liability that may result if the transfer is not
made in accordance with the provisions of this Agreement.


 


Section 16.             Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF
THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 17.             Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)          CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 






    	 	 40	 



     


    

 


(c)          AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL
(OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH
A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)          AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


Section 18.             Modifications. This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating Agencies shall be required
in connection with a modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective
or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement, (ii) to make other provisions
with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this
Agreement, (iii) to any amendment to split any Notes or (iv) if and to the extent the it would be deemed given or not required
pursuant to the definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization
Servicing Agreement, as applicable.


 


Section 19.             Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the
Trustee, Certificate Administrator, Master Servicer, Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer, Non-Lead
Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.
Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations under this Agreement.
Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder.


 


Section 20.             Counterparts. This
Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by
facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section
21.             Captions. The titles and headings of
the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or
otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this
Agreement.


 


Section 22.             Severability. Wherever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any


 






    	 	 41	 



     


    

 


provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


Section 23.             Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 24.             Withholding
Taxes. (a) If the Lead Securitization Note Holder or the
Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to any
Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result of any Non-Lead Securitization Note Holder constituting
a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect
to such Non-Lead Securitization Note Holder’s interest in such payment (all withheld amounts being deemed paid to such Note
Holder), provided that the Lead Securitization Note Holder shall furnish the related Non-Lead Securitization Note Holder
with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be
requested for purposes of assisting such Note Holder to seek any allowable credits or deductions for the Taxes so withheld in
each jurisdiction in which such Note Holder is subject to tax.


 


(b)          The
Non-Lead Securitization Note Holders shall and hereby agree to indemnify the Lead Securitization Note Holder against and hold the
Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements
arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made to any Non-Lead
Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument made or provided
by the Non-Lead Securitization Note Holders to the Lead Securitization Note Holder in connection with the obligation of the Lead
Securitization Note Holder to withhold Taxes from payments made to Non-Lead Securitization Note Holder, it being expressly understood
and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such
representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon
without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness
or validity of the same and (ii) any Non-Lead Securitization Note Holder, upon request of the Lead Securitization Note Holder
and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification using counsel selected
by the Lead Securitization Note Holder.


 


(c)          Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the
Non-Lead Securitization Note Holders shall deliver to the Lead Securitization


 






    	 	 42	 



     


    

 


Note Holder or Servicer, as applicable, evidence
satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the
Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the
Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if any Non-Lead Securitization
Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service
Form W-9 and (ii) if any Non-Lead Securitization Note Holder is not created or organized under the laws of the United States,
any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is
treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to
the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
25.             Custody of Mortgage Loan Documents.
The originals of all of the Mortgage Loan Documents (other than any Non-Lead Securitization Note) (a) prior to the Lead
Securitization will be held by the Initial Agent and (b) after the Lead Securitization, will be held by the Lead
Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor in accordance with the
Lead Securitization Servicing Agreement), in each case, on behalf of the registered holders of the Notes.


 


Section
26.             Cooperation in Securitization.


 


(a)          Each Note Holder acknowledges that any Note Holder may elect,
in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms
of the preceding sentence, at the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders
shall use reasonable efforts, at Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with the Lead
Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which
the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace or by the
Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such
case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the
Non-Lead Securitization Note Holders shall not be required to modify or amend this Agreement or any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would
(i) change the interest allocable to, or the


 






    	 	 43	 



     


    

 


amount of any payments due to or priority of such payments to, any Non-Lead
Securitization Note Holder or (ii) materially increase the Non-Lead Securitization Note Holders’ obligations or
materially decrease the Non-Lead Securitization Note Holders’ rights, remedies or protections. In connection with the
Lead Securitization, Non-Lead Securitization Note Holders agree to provide for inclusion in any disclosure document relating
to the Lead Securitization such information concerning the Non-Lead Securitization Note Holders and any
Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and
the Non-Lead Securitization Note Holders covenant and agree that they shall, at the Lead Securitization Note Holder’s
expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with
the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder
(without any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to
make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in
connection with the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the
preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information
relating to the Non-Lead Securitization Note Holders and any Non-Lead Securitization Note in any Securitization document. Any
Non-Lead Securitization Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder
may be incorporated into the offering documents for the Lead Securitization. The Lead Securitization Note Holder and each
Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, any Non-Lead Securitization Note
Holder. The Lead Securitization Note Holder will reasonably cooperate with any Non-Lead Securitization Note Holder by
providing all information reasonably requested that is in the Lead Securitization Note Holder’s possession in
connection with any Non-Lead Securitization Note Holders’ preparation of disclosure materials in connection with a
Securitization.


 


Upon request, the Lead
Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holders drafts of the preliminary and final Lead Securitization
offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead Securitization
Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


 


Section 27.             
Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the
same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable
overnight delivery service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested,
and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any
party shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be deemed
effective upon receipt.


 


Section 28.             Broker. Each
Note Holder represents to each other that no broker was responsible for bringing about this transaction.


 






    	 	 44	 



     


    

 


  Section 29.             Certain
Matters Affecting the Agent.


 


(a)          The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;


 


(b)          The
Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


 


(c)          The
Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any Note Holder pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(d)          The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the
Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by the
Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(e)          The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 15;


 


(f)          The
Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
but shall not be relieved of its obligations hereunder; and


 


(g)          The
Agent represents and warrants that it is a Qualified Institutional Lender.


 


  Section 30.             Termination
and Resignation of Agent.


 


(a)          The
Agent may be terminated at any time upon ten (10) days prior written notice from the Senior Noteholder. In the event that the Agent
is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than
any rights or obligations that accrued prior to the date of such termination.


 


(b)          The
Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the
Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to
the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. JPM, as Initial Agent,
may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any
time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with
the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of JPM without any further notice or other action. The termination or resignation of such Master


 






    	 	 45	 



     


    

 


Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of
such Master Servicer as Agent under this Agreement.


 


Section
31.             Resizing. Notwithstanding any other
provision of this Agreement, for so long as JPM or SG or an affiliate of either of them (an “Original
Entity”) is the owner of any Non-Lead Securitization Note (the “Owned Note”), such Original
Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to
execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the
principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note provided
that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the
aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average
interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and
such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity
holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the
execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so
requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of
the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and
for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be
modified or amended without the consent of its holder and the consent of the holder of the other Notes. In connection
with the foregoing (provided the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through
(iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is
hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or
all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one
New Note is created hereunder, for purposes of exercising the rights of the Non-Controlling Note Holders hereunder, the
“Non-Controlling Note Holder” of such New Notes shall be as provided in the definition of such term in this
Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 






    	 	 46	 



     


    

 


IN WITNESS WHEREOF, the
Initial Note Holders have caused this Agreement to be duly executed as of the day and year first above written.


 









	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial JPM Note Holder
	 	 	 
	 	By:	 /s/ Bradley J. Horn
	 	 	Name: Bradley J. Horn
	 	 	Title:   Executive Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE, as Initial SG Note Holder
	 	 	 
	 	By:	 /s/ Jim Barnard
	 	 	Name: Jim Barnard 
	 	 	Title:   Director




 


(Fresno
Fashion Fair Mall  Co-Lender Agreement)


 






     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Macerich Fresno Limited Partnership
	Date of Mortgage Loan: 	October 6, 2016
	Date of Notes: 	October 6, 2016
	Original Principal Amount of Mortgage Loan:	$325,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$325,000,000.00
	Initial Note A-1-A Principal Balance:	$60,000,000.00
	Initial Note A-1-B Principal Balance:	$80,000,000.00
	Initial Note A-1-C Principal Balance:	$69,000,000.00
	Initial Note A-2-A Principal Balance:	$40,000,000.00
	Initial Note A-2-B Principal Balance:	$36,000,000.00
	Initial Note A-2-C Principal Balance:	$35,000,000.00
	Initial Note A-2-D Principal Balance:	$5,000,000.00
	Location of Mortgaged Property:	645 East Shaw Avenue, Fresno, CA 93710
	Initial Maturity Date:	October 1, 2026



 






    	 	 A-1	 



     


    

 


EXHIBIT B


 


1. Initial JPM
Note Holder:


 


(Prior to Securitization of Notes A-1-A, A-1-B and A-1-C):


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





200 Liberty Street 


New York, NY 10281


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 






    	 	 B-1	 



     


    

 


(Following Securitization of Note A-1-A):


 


(i) Depositor:


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: kunal.k.singh@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


 


(ii) Master Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing


MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C4 Asset Manager

Telecopy number: (704) 715-0036


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30


Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMDB 2016-C4


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor


214 North Tyron Street


 






    	 	 B-2	 



     


    

 


Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


(iii) Special Servicer:


 


Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


(iv) Trustee:




Wilmington Trust, National Association





1100 North Market Street


Wilmington, Delaware 19801


Attention: CMBS Trustee


Email: cmbstrustee@wilmingtontrust.com


 


(v) Certificate Administrator:




 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB 2016-C4 Mortgage Trust

Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to 

trustadministrationgroup@wellsfargo.com


 






    	 	 B-3	 



     


    

 


(vi) Operating Advisor:


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and 

notices@pentalphasurveillance.com


 


with a copy to:



Bass Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay Knight

Email: jknight@bassberry.com


 


(vii) Asset Representations Advisor:


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and 

notices@pentalphasurveillance.com


 


with a copy to:



Bass Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay Knight

Email: jknight@bassberry.com




 






    	 	 B-4	 



     


    

 


2. Initial SG Note Holder:


Société Générale



Notice Address:

Société Générale





245 Park Avenue 


New York, New York 10167


Attention: Jim Barnard


 


with a copy to:


 


Société Générale


245 Park Avenue, 11th Floor


New York, New York 10167


Attention: General Counsel







    	 	 B-5	 



     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate 


2. Archon Capital, L.P. 


3. AREA Property Partners





4. BlackRock, Inc. 


5. The Blackstone Group International Ltd.





6. Capital Trust, Inc. 


7. Clarion Partners





8. Colony Capital, Inc. 


9. DLJ Real Estate Capital Partners





10. Eightfold Real Estate Capital, L.P. 


11. Fortress Investment Group LLC





12. Garrison Investment Group 


13. Goldman, Sachs & Co.





14. iStar Financial Inc.





15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments





17. LoanCore Capital 


18. Lonestar Funds





19. Praedium Group 


20. Raith Capital Partners, LLC





21. Rialto Capital Management, LLC 


22. Rialto Capital Advisors, LLC





23. Rockpoint Group 


24. Starwood Capital/Starwood Financial Trust





25. Torchlight Investors 


26. Walton Street Capital, LLC





27. Westbrook Partners 


28. WestRiver Capital





29. Whitehall Street Real
Estate Fund, L.P.


 






    	 	 C-1